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EXHIBIT 10.13
Xxxxx & Co., Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
212/924-5500
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XXXXX LOGO
September 1, 1998
Xxxxxx X. Xxxxxxx
0 Xxxxxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
Dear Xxx:
This letter records the understanding you and the Company have reached with
regard to amending our letter agreement (the "Letter") dated January 29, 1996.
All capitalized terms used here have the same meanings as in the Letter.
In particular, it is our understanding that the Letter be amended, with
immediate effect, so as to add the following provisions to Section 5 about your
one-time award of "restricted stock":
"(i) The 40,000 shares were duly registered under the Securities Act
of 1933 on August 12, 1998, and any shares hereafter delivered to you will
consequently be covered by a valid registration statement. The restrictive
legend called for by Section 5(f) above is therefore no longer relevant.
"(j) Due to the two-for-one stock-split effected by the Company on
August 26, 1998, the 40,000 restricted shares now number 80,000, and the
three installments thereof consist of 26,666, 26,666 and 26,668 shares,
with restrictions lapsing respectively on January 3, 1999 and on the first
and second anniversaries thereof.
"(k) The Board of Directors has delegated to the Compensation
Committee (the "Committee") authority to cancel any installment of the
restricted stock before the restrictions on that installment lapse at one
of the anniversaries listed above. In the event that any installment is so
cancelled, the Committee will cause a like number of "deferred stock units"
to be credited to a special account maintained for you on the Company's
books, and the deferred stock units in that account will be comparable in
all relevant respects to others that may be issued pursuant to the
Company's Deferred Award Plan. When cash dividends are paid to other
shareholders of the Company, the Committee will cause a number of
additional deferred stock units to be credited to your account that will
represent the number of whole and fractional shares that could have been
purchased with that cash dividend using the closing price at which the
Company's stock was traded in the open market on the payment date for the
dividend, without deduction for tax withholding.
"(l) After the cancellation of any installment of restricted shares,
you will not have the right to vote them until such time as the deferred
stock units resulting from the cancellation are converted back into
outstanding shares. When the deferred stock units are
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converted again into outstanding shares, they will still be covered by the
Company's registration statement filed on August 12, 1998. If an
installment of restricted stock has previously been converted into deferred
stock units, any event which would have caused the restrictions on the
actual stock to lapse early will also cause the deferred stock units to be
converted into outstanding stock at the same time; and any event which
would have caused the actual shares themselves to revert to the Company
will also cause the deferred stock units to revert to the Company.
"(m) On June 25, 1998, the Committee exercised its authority to cancel
the first installment of one-third (or 26,666) of the restricted shares,
the restrictions on which would otherwise have lapsed on January 3, 1999.
The Committee will consider taking similar action before January 3, 2000
and again before January 3, 2001 with regard to the other two installments
of restricted stock."
If the foregoing correctly states our understanding, please countersign
and return the copy which is enclosed for that purpose.
Sincerely yours,
XXXXX & CO., INC.
By /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Senior Vice President and
Chief Financial Officer
Enclosure
Agreed to and accepted:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
